General Terms and Conditions

A. General provisions

1. Scope of Application, Exclusion of Deviating Terms

1.1 These General Terms and Conditions (hereinafter “GTC”) govern the contractual relationship between Nodety Limited, 2nd Floor Midas House, 62 Goldsworth Road, Woking, Surrey GU21 6LQ, United Kingdom (hereinafter “Nodety”) and the respective users (hereinafter “User”) who use the Nodety software (hereinafter “Application”) and the services of Nodety associated with the Application (hereinafter Application and other services collectively “Services”).

1.2 In addition, the privacy policy applies (available at:Ênodety.com/privacy.html).

1.3 The validity of general contractual or business terms and conditions of Users is expressly excluded. This shall also apply if Nodety has not expressly objected to the User’s terms and conditions and/or provides Services without objection.

2. Subject matter of the contract

2.1 The subject of these GTC are

a. the provision of the Application in its current version for the use of its functionalities and the booking of Subscriptions in accordance with the provisions under Section B;

b. the provision of further Services on a contingent basis in accordance with the provisions under Section C.

3. Right of Use

3.1 Only natural persons and legal entities with unlimited legal capacity are permitted to use the Services. The Users have to use the Services in their own name and for their own account. The contract for the Services as a legal entity may only be concluded by persons who act as legal representatives or other authorized persons of the legal entity on its behalf and at its request. Nodety shall request additional documents (e.g. power of attorney, written permission, etc.) from the User to verify the authorization in accordance with the above sentence.

3.2 Some Services require certain maximum revenues, qualifications or conditions by the User. Nodety is entitled to check these revenues, qualifications and conditions and will request further documents from the User for verification if necessary. If the maximum revenues are exceeded or the qualifications or conditions required for the respective Service are not met, Nodety reserves the right to assert claims for damages and to charge additional remuneration.

3.3 The data requested when concluding a contract must be provided completely and truthfully. If the data subsequently changes, the User is obliged to update the information immediately. The User must confirm the data at Nodety’s request.

3.4 Users understand that the technical processing and transmission of Clients’ Electronic Communications is fundamentally necessary to Users’ use of the Services. Users expressly consent to Nodety’s interception and storage of Electronic Communications and/or User Data, and Clients acknowledge and understand that Clients’ Electronic Communications will involve transmission over the internet, and over various networks, only part of which may be owned and/or operated by Nodety. Users acknowledge and understand that changes to Clients’ Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. Users further understand that Electronic Communications may be accessed by unauthorized parties when communicated across the internet, network communications facilities, telephone, or other electronic means. Users agree that Nodety is not responsible for any Electronic Communications and/or User Data which are lost, altered, intercepted or stored without authorizations during the transmission of any data whatsoever across networks not owned and/or operated by Nodety.

4. Pre-release Version

4.1 Nodety offers Users the opportunity to use new functionalities as part of pre-release versions within the Services. Nodety expressly draws Users’ attention to the fact that the pre-release versions are new functionalities at an early stage of development and may contain serious errors and defects.

4.2 Nodety reserves the right to discontinue the pre-release versions at any time and to irretrievably delete data used and inserted under pre-release versions. Users are hereby advised to back up Projects, files and other content created under pre-release versions separately.

5. Prices and Terms of Payment

5.1 All prices stated are total prices excluding any state or local tax.

5.2 If use exceeds the scope of the booked Services or if the User does not, no longer or does not completely fulfil the maximum revenue, qualifications and conditions of a Service (hereinafter jointly referred to as “Overuse”), the User shall pay the remuneration corresponding to its use, revenue, qualification and the conditions of the Service, including retroactively. Further claims by Nodety in the event of Overuse shall remain unaffected.

5.3 The remuneration owed by the User can only be paid using the payment methods supported by Nodety. The supported payment methods are listed in the booking process. Nodety reserves the right to exclude individual payment methods for selected Users if there are reasonable grounds to fear that the payment will be reversed or cancelled or insufficient funds in the bank account to be debited.

5.4 Any and all other costs in connection with the Services, in particular, without limitation, any and all costs for the internet connection or other connection costs, shall be borne by the Users.

6. Usage of the Account, Sanctions and Suspension of the Account

6.1 Users undertake to use the Services in accordance with the state and federal provisions. Users also agree

a. not to make any false statements regarding their data;

b. not to use the Services for racist, discriminatory, pornographic, politically extreme or otherwise unlawful purposes or purposes that violate official regulations or requirements;

c. not to use any content within the Services that violates youth protection laws or criminal laws;

d. not to use any legally protected content without being authorized to do so;

e. not to use any content within the Services that violates copyrights, trademark rights, other intellectual property rights or personal rights;

f. only use content within the Services for which the Users have the necessary rights of use;

g. comply with the restrictions/obligations regarding the booked Service.

6.2 Nodety is entitled to irretrievably delete content and information that violates these GTC or statutory provisions or is otherwise offensive and/or inappropriate. In this respect, Users have no claim to reinstatement of content that has already been deleted. Users agree that Nodety may, with reasonably contemporaneous telephonic or electronic mail notice to Users, suspend Users access to the Services if Nodety reasonably concludes that Users use of the Services is causing immediate and ongoing harm to Nodety or others. Nodety will use commercially reasonable efforts to resolve the issues causing the suspension of the Services. Users agree that Nodety will not be liable to Users or to any third party for any suspension of the Services under such circumstances as described in this Section.

6.3 If Users violate these GTC or any applicable statutory provision, or in the event of another good cause, Nodety is entitled, at its sole discretion, to

a. modify or delete User content and information;

b. temporarily restrict or permanently block the use of the Services or the Account of the User concerned;

c. terminate the contract with the User concerned without notice for good cause.

6.4 Nodety may impose these sanctions without prior notice and without consulting the Users, even against their express will. After imposing sanctions, Nodety will give Users the opportunity to comment and will re-examine the sanctions after receiving a counterstatement.

6.5 After a final ban, there is no entitlement to restoration of the banned Account. As soon as a User has been blocked, this User may not log in with another Account.

7. Obligations of the User

7.1 The User has informed themselves about the essential functional features of the Services and bears the risk as to whether these correspond to their wishes and needs; in case of doubt, the User must seek advice from Nodety employees or expert third-parties before concluding the contract.

7.2 The User is solely responsible for setting up a functional hardware and software environment for the Services that is sufficiently dimensioned, also considering the additional load caused by the Services.

7.3 The User is obliged to report defects in the Services to Nodety immediately. In doing so, the User shall consider Nodety’s instructions for analysing the problem to the extent reasonable and shall forward to Nodety all information available to them that is necessary for remedying the defect.

7.4 If and insofar as technically possible, the User shall take appropriate precautions if the Services do not work properly in whole or in part, in particular by means of daily data backups, fault diagnosis and regular checks of the data processing results.

7.5 The User shall bear all costs incurred by Nodety due to the fulfilment of the obligations to cooperate as well as additional costs incurred by Nodety due to the (partial) non-fulfilment of the obligations to cooperate.

7.6 Users agree to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with their use of the Services, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. Users will ensure that any use of the Services is in accordance with the terms of this GTC. Users agree to notify Nodety immediately of any unauthorized use of any password or Account or any other known or suspected breach of security or any known or suspected distribution of user data.

8. Availability and Customization

8.1 Nodety offers the Services subject to availability. Nodety endeavours to always keep the Services accessible. Due to maintenance work, further development or disruptions, the possibilities of use may be restricted or temporarily interrupted. This may also result in loss of data.

8.2 Nodety is entitled to adapt the Services or individual functions of the Services for technical reasons, insofar as this is reasonable for the Users or insofar as this is necessary due to legal provisions.

9. Rights to Suggestions and Feedback

9.1 The User shall grant Nodety a non-exclusive right to use the feedback expressed by the User as well as to suggestions and ideas of the User (hereinafter collectively referred to as “User Suggestions”), unlimited in terms of time, place and content. Nodety is entitled to implement, further develop, publish and make publicly accessible, technically edit, prepare and adapt the User Suggestions within and outside the Services.

9.2 The User warrants that the User is the owner of the rights granted and that it is possible for the User to exercise the rights described in Section 9.1 effectively. The User also guarantees that the User Suggestions do not infringe any third-party rights, in particular trademark, competition, copyright, property or personal rights.

10. Term and Termination

10.1 Nodety may terminate contracts with Users with one month’s notice if

a. Nodety discontinues the relevant Service on the relevant market;

b. a third-party or several third-parties acting in concert acquire all or substantially all, but at least 75% of Nodety’s tangible and intangible assets; or

c. a third-party or several third-parties acting jointly acquire more than 50% of the shares in Nodety (Change of Control).

10.2 Suspension for Delinquent Account

Nodety reserves the right to suspend Users access and/or use of the Services for any Account for which any payment is due but remains unpaid after thirty day’s written notice of such delinquency. Users agree that Nodety shall not be liable to Users, or to any third party, for any suspension of the Services resulting from Users non-payment of the fees.

10.3 Suspension for Ongoing Harm

Users agree that Nodety may, with reasonably contemporaneous telephonic or electronic mail notice to Users, suspend Users access to the Services if Nodety reasonably concludes that Users use of the Services is causing immediate and ongoing harm to Nodety or others. Nodety will use commercially reasonable efforts to resolve the issues causing the suspension of Services. Users agree that Nodety will not be liable to Users or to any third party for any suspension of the Services under such circumstances as described in this Section.

10.4 In the Event of a Breach

Either Party may terminate a contract upon sixty (60) days’ written notice to the other Party in the event of a breach of any material obligation under this GTC, provided that the alleged breach is not cured during the sixty (60) day notice period. Upon termination or expiration of the respective Service, User shall have no rights to continue the use of this Service.

10.5 Notwithstanding the above provisions, Nodety may terminate contracts without notice in the following cases:

a. it is a free Service;

b. Nodety has notified the User of Overuse, and the User does not discontinue the Overuse within 14 days of receiving the notification (e.g. by upgrading to a higher-value Subscription).

10.6 The right to terminate the contract for good cause remains unaffected.

10.7 The User can cancel via the cancel button, the Account or in text form by email to info@nodety.com.

11. Warranty

11.1 Warranty of Functionality

Nodety warrants to Users during the Term of the respective Service that the Service will comply with the material functionality described and that such functionality will be maintained in all material respects in subsequent upgrades to the respective Service. Users sole and exclusive remedy for Nodety’s breach of this warranty shall be that Nodety shall use commercially reasonable efforts to correct such errors or modify the respective Service to achieve the material functionality described within a reasonable period of time. However, Nodety shall have no obligation with respect to this warranty claim unless notified of such claim within (30) days of the first material functionality problem. Further, Nodety shall have no obligation with respect to this warranty claim, and Users may not terminate the contract, where any alleged nonconformity is due to Users error as reasonably determined by the Parties after investigation and analysis by Nodety. Nodety does not warrant that the Services will be free of non-material errors, bugs, or minor interruption, or that all such errors will be corrected.

11.2 Data Maintenance and Backup Warranty

Nodety warrants during the Term of the respective Service, that Nodety will, at a minimum, utilize and maintain backup procedures. In the event of a breach of this provision, Nodety will use commercially reasonable efforts to correct Users Data or restore Users Data within three (3) business days (or as otherwise agreed in writing between the Parties depending upon the back-up options selected by Users).

11.3 Non-Infringement Warranty

Nodety warrants that Nodety is the sole owner of and or has full power and authority to grant the licence and use of the respective Service and other rights granted by the GTC to Users with respect to the respective Service and that neither the performance by Users in its utilization of the respective Service, nor the licence of and authorized use by Users of the respective Service as described herein, will in any way constitute an infringement or other violation of copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third-party.

11.4 Disclaimer of Warranties

EXCEPT AS OTHERWISE STATED IN SECTION 11 ABOVE, NODETY DOES NOT REPRESENT THAT USERS USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPED OR ERROR FREE, OR THAT THE SERVICES WILL MEET USERS REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THE SERVICES WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY NODETY OR THE OPERATION OF THE SERVICES WILL BE SECURE OR THAT NODETY AND ITS THIRD-PARTY VENDORS WILL BE ABLE TO PREVENT THIRD-PARTIES FROM ACCESSING USERS DATA OR USERS CONFIDENTIAL INFORMATION, OR ANY ERRORS WILL BE CORRECTED OR ANY STORED USER DATA WILL BE ACCURATE OR RELIABLE. THE WARRANTIES STATED IN SECTION 11 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY NODETY. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTION 11 ABOVE, THE SERVICES ARE PROVIDED TO USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS. USERS ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE USER’S PURPOSES.

12. Limitations of Liability

12.1 No Consequential Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST OR CORRUPTED DATA OR CONTENT, LOST REVENUE ARISING OUT OF THIS GTC (INCLUDING WITHOUT LIMITATION THE SERVICES, THE USE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 DIRECT DAMAGE LIMITATIONS

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NODETY OR ANY THIRD-PARTY NODETYS ARISING OUT OF OR IN CONNECTION WITH THIS GTC, INCLUDING ANY LICENCE, USE, OR OTHER EMPLOYMENT OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENTS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THERE SHALL BE ONLY ONE AGGREGATE LIABILITY CAP UNDER THIS GTC EVEN IF THERE ARE MULTIPLE CLAIMS; EACH CLAIM SHALL REDUCE THE AMOUNT AVAILABLE IN THE AGGREGATE LIABILITY CAP. EXCEPT FOR A FAILURE OF NODETY TO COMPLY WITH ITS OBLIGATIONS WITH RESPECT TO BACKUP SERVICES, AND SUBJECT TO SECTION 12.1 ABOVE, NODETY SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE LOSS OR CORRUPTION OF ANY DATA OR CONTENT WHETHER RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS OR OTHERWISE.

12.3 EXCLUSIONS

THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 12.1 AND 12.2 SHALL NOT APPLY WITH RESPECT TO: (I) DAMAGES TO PERSONS AND/OR TANGIBLE PROPERTY OCCASIONED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, (II) BREACHES BY USERS OF LICENCE TERMS APPLICABLE TO NODETY PROVIDED SERVICES AND THIRD-PARTY PRODUCTS, (III) USERS UNAUTHORIZED USE OF NODETY’S OR THIRD PARTY NODETY’S INTELLECTUAL PROPERTY, MATERIALS OR ASSETS; (IV) DAMAGES INCURRED AS A RESULT OF A BREACH BY A PARTY OF ITS OBLIGATIONS THAT RESULT IN THE DISCLOSURE OF CONFIDENTIAL INFORMATION OF THE OTHER PARTY, OR (V) CLAIMS THAT ARE THE SUBJECT OF INDEMNIFICATION PURSUANT TO SECTION 14 (WHICH ARE SUBJECT TO THE LIMITS, IF ANY CONTAINED THEREIN). DAMAGES AS LIMITED BY THIS SECTION 12 ARE USERS SOLE AND EXCLUSIVE REMEDY IF ANOTHER REMEDY IS PROVIDED AND SUCH REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

13. Telecommunication Connections

Nodety is not liable for the functioning of the telecommunication connection (telephone/ISDN/DSL lines, etc.) to its server in case of power failures, nor in case of failures of servers that are not under the control of Nodety. Furthermore, Nodety is not liable for damages caused by force majeure or comparable events. Comparable events are in particular strikes, official orders, pandemics, the failure of telecommunication networks or gateways of other operators as well as disturbances in the area of other telecommunication or service providers. Furthermore, Nodety is not liable for any content brought into the Services by the Users.

14. Indemnity

Users will indemnify, defend and hold harmless Nodety, its affiliates, successors, and assign, including the applicable officers, directors, employees, and agents thereof for damages, costs and attorneys’ fees Nodety incurs from any unaffiliated third-party claim arising from the Users Content or Users or any other end user’s usage of the Services.

15. Reference Citation

Users grants Nodety the revocable right to name the Users as a reference customer in connection with the use of the Application and/or the Services, using the Users company logo and company name online, on the Users own website and in presentations and advertising materials. The revocation must be made in text form. The revocation does not invalidate the legality of the naming in the past. References on the Internet shall be removed from Nodety’s website within two weeks of revocation. In the case of print products that have already been printed at the time of revocation, the revocation shall only apply regarding a new edition.

16. Jurisdiction and General Terms

16.1 Any action related to this GTC will be governed by the laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any disputes, actions, claims or causes of action arising out of or in connection with this GTC or the Subscription shall be subject to the exclusive jurisdiction of the courts in London, England.

16.2 This GTC represents the Parties’ entire understanding relating to the use of the Services and supersedes any prior or contemporaneous, conflicting or additional, communications. No text or information set forth on any purchase order form, preprinted form or document shall add to or vary the terms and conditions of this GTC.

16.3 If any provision of this GTC is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

16.4 No joint venture, partnership, employment, or agency relationship exists between Nodety and Users as a result of this GTC or use of the Services.

16.5 The failure of Nodety to enforce any right or provision in this GTC shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Nodety in writing.

16.6 Nodety reserves the right to assign its right to receive and collect payments hereunder. Any rights not expressly granted herein are reserved by Nodety.

17. Amendment of these GTC

17.1 Nodety reserves the right to unilaterally amend these GTC if this appears objectively justified. Changes are objectively justified, for example, if the functions of the Services are expanded, if the legal or statutory situation changes (for example, if case law declares a clause to be invalid) or if unforeseeable changes that are not caused by Nodety and over which Nodety has no influence disrupt the equivalence relationship existing at the time the contract was concluded to a not insignificant extent. The prerequisite for a change is always that it is reasonable for the Users.

17.2 Users shall be notified of changes to these GTC. They shall be deemed approved if the User has not objected to the validity of the amended general terms and conditions in writing or by email to Nodety within six weeks and Nodety has pointed out the legal consequences of a failure to object.

B. Special Provisions: Nodety Application and Subscriptions

1. Object of the Application

1.1 Users are able to create their own projects (hereinafter referred to as “Projects”) within the Application, with their own content and the content offered within the Application (hereinafter referred to as “Assets”). Users can view the current functionality of the Application atÊnodety.com. Nodety reserves the right to adapt and improve the functionality of the Application on an ongoing basis.

1.2 Nodety provides the Application either as a web app for use in the browser, as a mobile app for use on a mobile device and/or as a desktop app that can be downloaded and installed by the User on a suitable device.

1.3 The Application can only be used if there is a sufficiently dimensioned Internet connection. Users can view the necessary hardware and software environment at nodety.com.

1.4 Full use of the Application, the Assets and the Projects requires the booking of fee-based Subscription in accordance with Section 2.

2. Booking a Subscription, User Authorization

2.1 The registration requires the entry of an email address and the confirmation of these GTC. In this process, Nodety creates a User account for Users (hereinafter “Account”).

2.2 Nodety offers Users the opportunity to test the Application as part of a free trial version with limited functionality. Use during the free trial is for internal, non-commercial purposes only according to Section 4.

2.3 The commercial and full use of the Application requires the booking of a Subscription (hereinafter referred to as “Subscription“). A Subscription can only be booked by entrepreneurs and not by consumers. The Subscriptions are tiered according to the User's annual revenue. The annual revenue in this case refers to the User's worldwide revenue, excluding its affiliated companies, generated in the past calendar year. If the User works as a contractor for a third party (beneficiary or customer) or on their behalf, then the revenue is based on the annual revenue of the third party (beneficiary or customer).

2.4 The conclusion of a paid Subscription is carried out as follows:

a. The product descriptions provided in each case do not constitute binding offers but are intended for the submission of a binding offer by the User.

b. The User first selects a Subscription and its preferred payment method. The User enters its contact details, email address and the data required for the respective payment method. Before submitting the booking, the User can check all previously entered data again and, if necessary, correct it by entering different data or delete the data entered in the respective input field.

c. A booking is only possible if the User has agreed to the validity of these GTC. By submitting the booking, the User submits an offer to book a paid Subscription.

d. Nodety accepts the booking by sending a confirmation email to the User or by requesting payment. If Nodety does not accept the User’s offer within five (5) working days, this shall be deemed a rejection of the offer with the consequence that the User is no longer bound by their declaration of intent.

2.5 There is no entitlement to conduct a Subscription. Nodety reserves the right to refuse the booking of a Subscription without giving reasons.

2.6 Nodety shall send the User the contractual text of these GTC in text form (e.g. by email).

3. Up- and Downgrades

3.1 It is possible to upgrade a Subscription to a higher-value one at any time. In the event of an upgrade, the current term of the Subscription will be used for the upgrade. Payment for the higher-value Subscription is pro rata in relation to the remaining contract term.

3.2 Downgrading to a lower Subscription is only possible at the start of the next Subscription term. If the User downgrades at an earlier date, the downgrade will only begin at the start of the next term.

4. Free non-commercial Licence

4.1 Under a free trial Version or a free private licence, the User is granted a simple, perpetual, non-sublicensable and non-transferable right to use the Application, the Assets and the Projects for purely internal, non-commercial use (hereinafter referred to as “Free non-commercial Licence”). The User is not permitted to use the Application, the Assets or the Projects for commercial use under a Free non-commercial Licence, whereby commercial use means any use,

a. which involves an exchange of use of the Application or Assets or Projects or for money or other consideration,

b. which a company, regardless of its size or legal form (e.g. sole proprietor, merchant, corporation or partnership), advertises a product or service or

c. where a financial gain or other consideration is either sought by the User or results directly or indirectly from the use of the Application, the Assets or the Projects

d. including the use of the Application, the Assets and the Projects as a reference, in advertising, merchandising or editorial contexts.

(hereinafter referred to as “Commercial Use”).

5. Standard Licence

5.1 Under a paid Subscription the User is granted a simple, limited to the term of the Subscription, non-transferable right to use the Application in the scope defined in the booked Subscription in accordance with the provisions of these GTC.

5.2 Under a paid Subscription the User is granted a simple, perpetual, sublicensable, non-transferable right to use the Assets and the Projects for non-commercial and Commercial Use (hereinafter referred to as “Standard Licence”). The aforementioned granting of rights does not apply to those Assets that are labelled as third-party assets. For those third-party Assets, the licences specified at the respective Assets apply.

5.3 The Standard Licence is only granted to the User if the User has booked the Subscription that is sufficient according to his annual revenue. If the User has booked a Subscription that is lower than would be required according to his annual revenue, the User is only granted a Free non-commercial Licence. The same applies if the User commits an Overuse.

6. Prohibited Use

6.1 The User is not permitted to use the Assets or the Projects beyond the types and scope of use granted in the respective licence.

6.2 The User is also not permitted to

a. depict or represent any person depicted in the Assets (hereinafter “Model”) in a manner that could be considered offensive or objectionable to a reasonable person, including, without limitation, depicting a Model (i) in connection with pornography, adult entertainment events, escort services, dating services or the like; (ii) in connection with advertising or promotion of tobacco products; (iii) in a political context such as promoting or endorsing political parties, candidates or elected office holders, and in connection with political programs or opinions; (iv) as suffering from a physical or mental illness or as a recipient of drug treatment; or (v) in immoral or criminal acts;

b. use the Application, the Assets or the Projects in a pornographic, racist, dehumanizing, defamatory or misleading context or in a manner that is or may be considered offensive, obscene or illegal;

c. use the Application, the Assets or the Projects in connection with incitement to violence, spreading hatred and agitation, bullying, threats and similar activities;

d. resell, redistribute, share or transfer Assets separately;

e. use the Application, the Assets or the Projects in a way that infringes third-party trademark rights or other intellectual property rights or could give rise to a claim for misleading advertising and unfair competition;

f. use Assets (in whole or in part) as a trademark, brand, design, design patent, logo, trade name, business name or other type of indication of origin or as part of such;

g. falsely imply, either expressly or by reasonable inference, that an Asset or Project was created by the User or another person who does not own the copyright to that Asset or Project;

h. remove copyright, trademark or other proprietary notices from Assets and Projects derive from the Assets;

i. use the Application, Assets or Projects in any way that competes with Nodety’s business, including but not limited to displaying Assets and Projects in any format (including thumbnails) for download or export on a website or offering Assets and Projects for sale or license;

j. to the extent that source code is contained in the Assets, to reverse engineer, decompile or disassemble parts of this source code;

k. use or display Assets or Projects derive from Assets in an electronic format that allows Assets or Projects derive from Assets to be downloaded, exported or distributed via mobile devices or shared in a peer-to-peer or similar file sharing arrangement;

l. use Assets or Projects for machine learning and/or artificial intelligence purposes or for technologies designed or intended for the identification of natural persons.

m. use the Assets outside the Application or in any third-party services.

7. Prices and Terms of Payment

7.1 The prices are displayed to the User when booking the respective Subscription.

7.2 Payment of the Subscription is made in advance for the respective booked term.

8. Rights to the Application and its Further Development and the Projects, Third-Party Rights

8.1 Nodety is the sole owner of all rights to the Application.

8.2 Nodety is entitled to use anonymous User data to train the Application and to improve the Services.

8.3 If and to the extent that additional software property rights or rights of use to the Application or to any further developments arise during the term of the contract because of the User’s content or use, Nodety shall be exclusively entitled to these, together with all property rights. This also applies to software code or software property rights created by Nodety’s self-learning algorithms. These are hereby assigned or transferred by the User to Nodety in advance without restriction in terms of content, time and territory, insofar as they arise for the User. Nodety hereby accepts the assignment/transfer.

8.4 Within the Application, third-party content is available to the User for use as part of their Projects. This third-party content is licensed to the User under the licence stipulated. The User shall be obliged to comply with the respective licence.

9. Obligations of the User

9.1 Before using the Application, the User shall thoroughly test it for freedom from defects and for usability in the existing hardware and software configuration, in particular with regard to the use of the data generated by the Application for use in external machines. This also applies to the Application that is made available to the User for use within the scope of the warranty.

9.2 When using the Application in the production sector, particularly when generating data by the Application for use in external machines (in particular in the textile sector for knitting, embroidery and printing) (hereinafter “Production”), the User is obliged to carry out a test on the machines carrying out the Production with the specifications planned for Production before each Production. After changes to specifications or use on other machines, the User must go through the test process again and carry out a new test. Testing must be carried out in the mode of the machine intended for manual testing with maximum safety. It may be necessary to carry out several tests to slowly bring machine parameters, such as the execution speed, closer to the production situation. Tests must be carried out by experienced machine operators or machine operators trained for testing and monitored continuously. The User is only authorized to use the Application in production if the testing has been successfully completed and no errors or defects have occurred. If errors or defects occur during testing or if it is apparent to a reasonable and careful User that errors or defects will occur, testing must be stopped immediately. A new test may only be carried out after the User has consulted Nodety. The User shall monitor and check the production with the necessary care.

9.3 The User observes the instructions provided by Nodety for the configuration and operation of the Application.

9.4 The User shall bear all costs incurred by Nodety due to the fulfilment of the obligations to cooperate as well as additional costs incurred by Nodety due to the (partial) non-fulfilment of the obligations to cooperate.

10. Term and Termination

10.1 Booked Subscriptions have the duration specified in their description.

10.2 A booked Subscription shall be automatically extended by the initially booked term if the Subscription is not terminated by the User or by Nodety with 14 days’ notice to the end of the respective term.

11. Settlement After Termination

Users acknowledge and agree that following termination, Users shall return any and all Nodety materials and property to Nodety and Nodety may immediately deactivate Users Accounts. Furthermore, unless otherwise agreed-upon by the Parties in writing, Nodety shall remove or overwrite all applicable content from Nodety’s systems following the effective date of termination or cancellation, in accordance with Nodety’s standard procedures. Prior to any such deletion or destruction, however, Nodety shall either (1) grant User reasonable access to the Application for the sole purpose of Users retrieving their Data or (2) transfer all User Data to other media for delivery to Users. Users agree that Nodety shall not be liable to Users or to any third-party for any termination of Users access to the Application or deletion of Users Data, provided that Nodety is in compliance with the terms of this GTC.

12. Warranty

12.1 Nodety warrants during the statutory warranty period that the functionality of the Application essentially corresponds to the specification of the Application.

12.2 Nodety does not warrant that the Application will meet the User’s requirements. Nodety does not warrant the technical details or the suitability of the Application for a particular purpose, unless otherwise specified in the Application Specification. Specifications set forth in the Application Specification or other documentation do not constitute warranties unless expressly stated as such.

12.3 In the event of a warranty claim, Nodety shall, at its own discretion, remedy defects in the Application by correcting errors, procuring replacements, updates or releases of a new version of the Application.

12.4 The User is not entitled to any warranty claims,

a. if the User does not use the Application as intended or misuses it, or

b. if the User modifies or alters the Application without Nodety’s prior written consent, or

c. if problems or errors are due to the Application being used with programs or in conjunction with machines that are not compatible with the Application,

unless the User can prove that the defect is attributable to the Application.

12.5 If the User is entitled to compensation for damages or reimbursement of futile expenses based on the warranty, this is subject to the limitation of liability in the following Section A.10.

13. Limitations of Liability

13.1 Nodety shall not be liable for any damage arising during a production,

a. if and insofar as the User has not or not completely fulfilled their obligations to cooperate in accordance with these GTC,

b. for wear and tear on the machines used for production,

c. that arise during testing,

d. due to faulty or inadequate adjustment, configuration, maintenance and care of the machines used,

unless the User proves that the damage is attributable to the Application and would have occurred even if the User had fully complied with their obligations to cooperate and used proper machinery.

13.2 Sections A.11 and A.12 of these GTC remain unaffected.

C. Special Provisions: Contingents

1. Subject of the Contingents

1.1 Nodety offers additional Services as part of the Application within the framework of fixed, chargeable contingents.

1.2 A contingent can consist of one-off Services, such as onboarding support, or a fixed number of Services, such as minute contingents for cloud-based rendering. The User can find the respective contents and Services of a contingent in the respective Service description.

2. Booking a Contingent

2.1 The booking of contingents requires the User to log in to their Account and is carried out as follows:

a. The product descriptions provided in each case do not constitute binding offers, but are intended for the submission of a binding offer by the User.

b. The User is redirected to the payment provider and enters the data requested in the order process. Before submitting the order, the User can check all the data previously entered by the User and, if necessary, correct the data by entering different data or delete the data entered in the respective input field.

c. A booking is only possible if the User has agreed to the validity of these GTC. By submitting the booking, the User submits an offer to book a chargeable contingent.

d. Nodety accepts the booking by sending a confirmation email to the User or by requesting payment, thereby booking a paid contingent based on these provisions. If Nodety does not accept the User’s offer within five (5) working days, this shall be deemed a rejection of the offer with the consequence that the User is no longer bound by their declaration of intent.

2.2 There is no entitlement to the conclusion of a contingent. Nodety reserves the right to refuse the booking of a contingent without giving reasons.

2.3 Nodety shall send the User the contractual text of these GTC in text form (e.g. by email).

3. Validity

3.1 Contingents are valid for the period stated in the Service description.

3.2 Unless otherwise stated in the Service description, unused units of a contingent expire at the end of the specified validity period. It is not possible to transfer units of a contingent to the following period of validity.

4. Prices and Terms of Payment

4.1 The prices are displayed to the User when booking the respective contingent.

4.2 The contingent is paid in advance.


2 April, 2025